What changed in this filing

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Item 1A. Risk Factors

2025-11-04 compared with 2025-08-05 · 39 added, 31 removed, 462 unchanged (13% of the section changed)

4 unchanged sentences

There is currently significant uncertainty about the future relationship between the U.S.

and various other countries with respect to trade policies, treaties, tariffs, and taxes.

The global trade situation has been highly dynamic during the first half of 2025, and in addition to the possibility of new or modified tariffs, sector-based trade measures may be implemented.

and various other countries with respect to trade policies and tariffs.

Export restrictions imposed by the U.S.

government, including the addition of licensing requirements by the United States Department of Commerce’s Bureau of Industry and Security (“BIS”) through the addition of companies to the BIS Entity List, could require us to suspend our business with certain entities if we conclude or are notified by the U.S.

government that such business presents a risk of noncompliance with U.S.

The global trade situation has been highly dynamic during fiscal 2025, and we cannot predict what actions may be taken with respect to tariffs or trade relations, what products may be subject to such actions, or what actions may be taken by other countries in response.

In addition to the possibility of new or modified tariffs, sector-based trade measures may be implemented.

For example, the U.S.

20 unchanged sentences

We expect that the market for our products will continually evolve and will be subject to rapid technological change.

For example, new products and disruptive technologies are being developed, and companies with which we compete have implemented artificial intelligence (“AI”) strategies for products and service offerings.

example, new products and disruptive technologies are being developed, and companies with which we compete have implemented artificial intelligence (“AI”) strategies for products and service offerings.

This rapid pace of technological change can create opportunities for our competitors and harm our competitiveness in the market if our products do not evolve or we are unable to effectively keep up with such changes.

In addition, as we target and supply products to numerous markets and applications, we face competition from a relatively large number of competitors.

We compete with

Broadcom, Espressif, Infineon, MediaTek, Microchip, Nordic Semiconductor, NXP, Qualcomm, Renesas, STMicroelectronics, Synaptics, Telink, Texas Instruments and others.

We compete with Broadcom, Espressif, Infineon, MediaTek, Microchip, Nordic Semiconductor, NXP, Qualcomm, Renesas, STMicroelectronics, Synaptics, Telink, Texas Instruments and others.

We expect to face competition in the future from our current competitors, other manufacturers and designers of semiconductors, and start-up semiconductor design companies.

25 unchanged sentences

We rely on information technology for the effective operation of our business.

Our systems are subject to damage or interruption from a number of potential sources, including natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, theft, physical or electronic break-ins, cyber-attacks, sabotage, vandalism, or similar events or disruptions, including those described in the risk factor entitled “ We may be the victim of business disruptions and security breaches, including cyber-attacks, which could lead to liability or could

damage our reputation and financial results ,” above.

Our systems are subject to damage or interruption from a number of potential sources, including natural disasters, accidents, power disruptions,

telecommunications failures, acts of terrorism or war, computer viruses, theft, physical or electronic break-ins, cyber-attacks, sabotage, vandalism, or similar events or disruptions, including those described in the risk factor entitled “ We may be the victim of business disruptions and security breaches, including cyber-attacks, which could lead to liability or could damage our reputation and financial results ,” above.

Our security measures may not detect or prevent such security breaches.

99 unchanged sentences

This has included the establishment of a headquarters in Singapore for non-U.S.

During the six months ended July 5, 2025, the percentage of our revenues derived from outside of the United States was 89% (and the revenue associated with end customers in China was 13%, and revenue attributed to China based on shipped-to location was 32%).

During the nine months ended October 4, 2025, the percentage of our revenues derived from outside of the United States was 89% (and the revenue associated with end customers in China was 14%, and revenue attributed to China based on shipped-to location was 32%).

We may not be able to maintain or increase global market demand for our products.

15 unchanged sentences

• Political and economic instability;

• Risks that demand and the supply chain may be adversely affected by military conflict (including the ongoing conflicts in the Middle East and between Russia and Ukraine), terrorism, sanctions or other geopolitical events globally;

• Risks that demand and the supply chain may be adversely affected by military conflict (including the ongoing conflict between Russia and Ukraine and tensions in the Middle East), terrorism, sanctions or other geopolitical events globally;

• Greater difficulty in hiring and retaining qualified personnel;

10 unchanged sentences

Our past growth has placed, and any future growth of our operations will continue to place, a significant strain on our management personnel, systems and resources.

We anticipate that we will need to implement a variety of new and upgraded sales, operational and financial enterprise-wide systems, information technology infrastructure, procedures and controls, including the improvement of our accounting and other internal management systems to manage this growth and maintain compliance with regulatory guidelines, including Sarbanes-Oxley Act requirements.

maintain compliance with regulatory guidelines, including Sarbanes-Oxley Act requirements.

To the extent our business grows, our internal management systems and processes will need to improve to ensure that we remain in compliance.

We also expect that we will need to continue to expand, train, manage and motivate our workforce.

All of these endeavors will

require substantial management effort, and we anticipate that we will require additional management personnel and internal processes to manage these efforts and to plan for the succession from time to time of certain persons who have been key management and technical personnel.

All of these endeavors will require substantial management effort, and we anticipate that we will require additional management personnel and internal processes to manage these efforts and to plan for the succession from time to time of certain persons who have been key management and technical personnel.

If we are unable to effectively manage our expanding global operations, including our international headquarters in Singapore, our business could be materially and adversely affected.

2 unchanged sentences

As a result, we have devoted and expect to continue to devote a large amount of resources to develop products based on new and emerging technologies and standards that will be commercially introduced in the future.

Research and development expense during the six months ended July 5, 2025 was $176.0 million, or 47.5% of revenues.

Research and development expense during the nine months ended October 4, 2025 was $263.7 million, or 45.7% of revenues.

A number of companies are actively involved in the development of these new technologies and standards.

10 unchanged sentences

In addition, changes to immigration laws and visa policies in the United States and other jurisdictions may restrict our ability to recruit or retain foreign nationals in key technical roles.

For example, the September 2025 Presidential Proclamation on Restriction on Entry of Certain Nonimmigrant Workers imposes a $100,000 filing fee on all new H-1B visa petitions submitted after September 21, 2025, which increases the cost of hiring foreign national employees, and the Department of Homeland Security has proposed rules to implement a weighted lottery system based on wage levels for H-1B visas, which could disadvantage our ability to hire early-career or entry-level foreign national personnel.

These regulatory constraints, including increased scrutiny or delays in visa processing, could limit our access to highly specialized talent and adversely affect our hiring flexibility and long-term innovation capacity.

43 unchanged sentences

Failure to manage our distribution channel relationships could impede our future growth

The future growth of our business will depend in large part on our ability to manage our relationships with current and future distributors and sales representatives, develop additional channels for the distribution and sale of our products and manage these relationships.

During the six months ended July 5, 2025, 68% of our revenue was derived from distributors (and 47% of our revenue was derived from our two largest distributors).

manage these relationships.

During the nine months ended October 4, 2025, 70% of our revenue was derived from distributors (and 48% of our revenue was derived from our two largest distributors).

As we execute our indirect sales strategy, we must manage the potential conflicts that may arise with our direct sales efforts.

39 unchanged sentences

Additionally, we have used and may increase our use of new technology such as AI or generative AI to enhance our products, decrease our development times, or improve our customers’ efficiency.

Although we maintain AI governance programs and internal oversight committees, the use of AI technologies is still in the early stages and these new technologies may not always operate as expected and deliver our intended results, may produce output that contain errors and incorrect information or other unintended consequences, including cyber security vulnerabilities.

Evolving rules, regulations and industry standards governing AI may require us to incur greater compliance costs and restrict the use of AI in our products or technologies.

Any ineffective AI usage could negatively impact our or our customer’s business reputation and negatively impact our competitive standing.

11 unchanged sentences

Prior to purchasing our products, our customers require that our products undergo an extensive qualification process, which involves testing of the products in the customer’s system as well as rigorous reliability testing.

This qualification process may continue for six months or longer.

This qualification

process may continue for six months or longer.

However, qualification of a product by a customer does not ensure any sales of the product to that customer.

67 unchanged sentences

We previously identified a material weakness in our internal control over financial reporting.

Although we have remediated this material weakness, we may identify additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal controls, including disclosure controls and procedures, and this could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations

procedures, and this could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations

We previously identified a material weakness that existed as of the end of our fiscal 2023 regarding our internal controls over inventory valuation, primarily the undue reliance on forecasted inventory demand which was not subjected to a sufficient level of management review.

3 unchanged sentences

Should new material weaknesses arise or be discovered in the future, material misstatements could occur and go undetected in our interim or annual consolidated financial statements.

If we fail to remediate any future material

weaknesses or maintain proper and effective internal control over financial reporting in the future, we may be required to restate our financial statements, experience delays in satisfying our reporting obligations or fail to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities.

If we fail to remediate any future material weaknesses or maintain proper and effective internal control over financial reporting in the future, we may be required to restate our financial statements, experience delays in satisfying our reporting obligations or fail to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities.

Any of these results could adversely affect our business and the value of our common stock.

22 unchanged sentences

Despite these efforts, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology.

Monitoring unauthorized use of our technology is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

Monitoring unauthorized use of our technology is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of

our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

We cannot be certain that patents will be issued as a result of our pending applications nor can we be certain that any issued patents would protect or benefit us or give us adequate protection from competing products.

5 unchanged sentences

Although a third-party licensor is typically obligated to indemnify us if the licensed technology infringes on another party’s intellectual property rights, such indemnification is typically limited in amount and may be worthless if the licensor becomes insolvent.

See Significant litigation over intellectual property in our industry may cause us to become involved in costly and lengthy

litigation which could seriously harm our business.

See Significant litigation over intellectual property in our industry may cause us to become involved in costly and lengthy litigation which could seriously harm our business.

Furthermore, any failure of third-party technology to perform properly would adversely affect sales of our products incorporating such technology.

16 unchanged sentences

Our credit facility also contains covenants, including financial covenants.

In May 2024, we received a waiver of the requirement that we meet an interest coverage test for each fiscal quarter through the fiscal first quarter of 2025 and in February 2025 received a waiver through the third quarter of 2025.

We did not have any outstanding indebtedness under the credit facility at the time the waiver was granted, and the waiver allowed us to borrow under the facility without compliance with that specific financial covenant, although we have not borrowed under the facility while the waiver has been in effect.

If we are unable to satisfy or otherwise obtain waivers of the covenants under our credit facility, we may be prohibited from borrowing thereunder.

Further, if we breach any of the covenants under our credit facility and do not obtain appropriate waivers, then, subject to any applicable cure periods, any outstanding indebtedness thereunder could be declared immediately due and payable.

In May 2024, we received a waiver of the requirement that we meet an interest coverage test for each fiscal quarter through the fiscal first quarter of 2025 and in February 2025 we received an extension of the waiver through the third quarter of 2025.

We did not have any outstanding indebtedness under the credit facility while the waiver was in effect.

We have not renewed or extended the waiver as of October 4, 2025.

However, if we breach any of the covenants under our credit facility and do not obtain appropriate waivers, then, subject to any applicable cure periods, any outstanding indebtedness thereunder could be declared immediately due and payable.

We could seek to raise additional debt or equity capital in the future, but additional capital may not be available on terms acceptable to us, or at all

1 unchanged sentence

However, our ability to borrow further under the credit facility is dependent upon our ability to satisfy various conditions, covenants and representations.

It is possible that we may need to raise additional funds to finance our activities or to facilitate acquisitions of other businesses, products, intellectual property or technologies.

It is possible that we may need to raise additional funds to finance our activities

or to facilitate acquisitions of other businesses, products, intellectual property or technologies.

We believe we could raise these funds, if needed, by selling equity or debt securities to the public or to selected investors.

19 unchanged sentences

Provisions in our charter documents and Delaware law could prevent, delay or impede a change in control of us and may reduce the market price of our common stock

Provisions of our certificate of incorporation and bylaws could have the effect of discouraging, delaying or preventing a merger or acquisition that a stockholder may consider favorable.

For example, our certificate of incorporation and bylaws provide for:

Provisions of our certificate of incorporation and by-laws could have the effect of discouraging, delaying or preventing a merger or acquisition that a stockholder may consider favorable.

For example, our certificate of incorporation and by-laws provide for:

• The division of our Board of Directors into three classes to be elected on a staggered basis, one class each year;

6 unchanged sentences

Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases of our common stock during the three months ended July 5, 2025.

There were no repurchases of our common stock during the three months ended October 4, 2025.

Defaults Upon Senior Securities

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors